The German Corporate Governance Code provides guidelines for the management and supervision of German listed companies and contains internationally and nationally recognized standards for good and responsible governance. The German Corporate Governance Code aims at promoting the trust of shareholders, business partners, employees, and the general public in the management of German stock corporations.

​​​​​​​The principles of good corporate governance inform every part of our organization and we comply with the recommendations of the German Corporate Governance Code with a few exceptions.

CHANGED DECLARATION OF COMPLIANCE 2016

Intra-year Change to the Declaration made by the Executive Board and Supervisory Board of adidas AG pursuant to § 161 German Stock Corporation Act (Aktiengesetz – AktG) on the German Corporate Governance Code

The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 15, 2016. In addition to the deviations declared in the Declaration of Compliance dated February 15, 2016, the Executive Board and Supervisory Board declare the following deviation:

Pursuant to section 5.4.5 subsection 1 sentence 2, any Supervisory Board member who is a member of the executive board of a listed company shall not accept more than a total of three supervisory board mandates in non-group listed companies or controlling bodies of non-group companies with similar requirements.

On March 2, 2016, the Supervisory Board of adidas AG resolved to propose to the Company's Annual General Meeting taking place on May 12, 2016, that the number of Supervisory Board members be increased from currently twelve to a total of sixteen members in future. The Supervisory Board has resolved to propose to the Annual General Meeting that Mr. Ian Gallienne be elected to one of the newly created seats on the Company's Supervisory Board. Mr. Gallienne is, inter alia, Co-Chief Executive Officer of the listed company Groupe Bruxelles Lambert (GBL) and holds more than three mandates in supervisory bodies of non-group companies with similar requirements.

The Supervisory Board is convinced that Mr. Gallienne nonetheless has sufficient time to perform all his mandates, including a Supervisory Board mandate for adidas AG. GBL is a holding company and, as a professional shareholder, regularly holds mandates in supervisory bodies of its portfolio companies through its Co‑Chief Executive Officer. All companies in which Mr. Gallienne is represented in supervisory bodies are portfolio or affiliated companies of GBL and therefore part of his principal professional activity as Co-Chief Executive Officer. In the opinion of the Supervisory Board, in terms of its meaning and purpose, the recommendation pursuant to section 5.4.5 subsection 1 sentence 2 is not applicable to Mr. Gallienne, and the Executive Board and the Supervisory Board are therefore convinced that there are good reasons for a deviation.

The Supervisory Board intends to follow the recommendation of section 5.4.5 subsection 1 sentence 2 for future proposals regarding the election of Supervisory Board members.

Herzogenaurach, March 3, 2016

For the Executive Board                                            For the Supervisory Board

- Chief Executive Officer -                                         - Chairman of the Supervisory Board -
signed Herbert Hainer                                               signed Igor Landau

DECLARATION OF COMPLIANCE 2016

DECLARATION BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD 
OF ADIDAS AG PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT (AKTIENGESETZ – AKTG) ON THE GERMAN CORPORATE GOVERNANCE CODE 

The Executive Board and Supervisory Board of adidas AG issued their last Declaration of Compliance pursuant to § 161 AktG on February 12, 2015 and made an intra-year change on November 4, 2015. For the period from the publication of the last complete Declaration of Compliance up to June 12, 2015, the following Declaration refers to the German Corporate Governance Code (hereinafter referred to as the “Code”) as amended on June 24, 2014. For the period as of June 13, 2015, the following Declaration refers to the recommendations of the Code as amended on May 5, 2015, which was published in the Federal Gazette on June 12, 2015.

The Executive Board and Supervisory Board of adidas AG declare that the recommendations of the “Government Commission on the German Corporate Governance Code” have been and are met with the following deviations:

Capping overall compensation and variable compensation components (section 4.2.3 subsection 2 sentence 6)

Since the issuance of the last Declaration of Compliance, we have followed the recommendations of the Code for one Executive Board service contract that has been newly concluded and for one Executive Board service contract that has been extended with effect from January 1, 2016. Thus, all Executive Board service contracts are now compliant with the recommendations of the Code.

Agreeing severance payment caps when concluding Executive Board service contracts (section 4.2.3 subsection 4)

Since the issuance of the last Declaration of Compliance, a severance payment cap in accordance with the recommendations of the Code was agreed for one Executive Board service contract that has been newly concluded and for one Executive Board service contract that has been extended with effect from January 1, 2016. Thus, all Executive Board service contracts are now compliant with the recommendations of the Code.

Definition of the target level of provision (section 4.2.3 subsection 3)

For Executive Board members of adidas AG initially appointed on or after October 1, 2013 and for Executive Board members to be appointed in future, the hitherto defined benefit pension plans were converted to defined contribution pension plans with retroactive effect from January 1, 2015. Due to their structure, the defined contribution pension plans do not aim to reach a defined target level of provision. In the view of the Supervisory Board, the new pension plan arrangement leads to a higher degree of control and future planning capability with regard to the company’s expenses for pension plans.
The pension plans of the Executive Board members initially appointed on or before September 30, 2013 will remain defined benefit pension plans. Thus, the deviation declared above does not apply to the entire Executive Board of adidas AG.

Specification of a regular limit of length of membership for Supervisory Board members (section 5.4.1 subsection 2 sentence 1)

In accordance with section 5.4.1 subsection 2 sentence 1 of the Code, the Supervisory Board has specified concrete objectives for its composition. However, it has not specified a regular limit of length of membership for Supervisory Board members. The Supervisory Board is of the opinion that a general limit would not take into consideration specific factors which might justify an extended length of membership of individual Supervisory Board members in the interest of the company and from the point of view of those entitled to elect members to the Supervisory Board.

Herzogenaurach, February 15, 2016

For the Executive Board                                            For the Supervisory Board
- Chief Executive Officer -                                         - Chairman of the Supervisory Board -
signed Herbert Hainer                                               signed Igor Landau